Viewing: Educational Resources

May 29

May 29, 2015

Keystone State Makeover: Changes to Pennsylvania’s business law promise easier entity conversions and more

Pennsylvania corporations are formed and operated under the state’s Business Corporation Law of 1988, which is part of Title 15 of the Pennsylvania Consolidated Statutes.  In general, any changes to the law begin with the Pennsylvania Bar Associations’s Drafting Committee, which penned the original legislation and continues to fine-tune it to place it on an equal footing with the statutes adopted by other states. On July 1, 2015, significant new updates to the Pennsylvania statutes will go into effect, bringing…
Apr 29

April 29, 2015

New York Laws Governing Business Entities – 2015 Spring Edition includes legislative updates and new case law

Amendments to New York’s business law, major changes to the Uniform Commercial Code and notable new cases are captured in the 2015 Spring Edition of New York Laws Governing Business Entities, now available from CSC®Publishing. The Spring 2015 Edition is updated through Chapter 4 of the 2015 New York Legislative Session, and includes amendments to the Business Corporation Law, Partnership Law, and Not-for-Profit Corporation Law, as well as extensive changes to the UCC (including a complete rewrite of Article 1)….
Mar 2

March 2, 2015

UCC Expert’s Corner: Court Finds “All Assets” Insufficient to Describe Collateral in Security Agreement

UCC Expert’s Corner: Court Finds “All Assets” Insufficient to Describe Collateral in Security Agreement

Secured parties generally have a lot of flexibility in how they describe the collateral on a UCC financing statement. The financing statement only needs to reasonably identify the assets subject to the security interest. The secured party may describe the collateral by a variety of different methods ranging from a specific description up to a supergeneric statement of “all assets.” The “all assets” collateral description, however, is not sufficient for all purposes, such as the security agreement. A secured party…
Feb 26

February 26, 2015

The Delaware Effect: How (and why) the nation’s second-smallest state became a coveted business domicile

By: Ian McConnel, Director of Government Affairs and Associate General Counsel at Corporation Service Company® (CSC®) Delaware notched a new state record in 2014, when roughly 169,000 new business entities were formed here. The 2014 figure handily beat the former high-water mark, in 2007, of 162,000 Delaware formations, and exceeded the number of 2013 filings by 10%.  At last count, 65% of all Fortune 500® companies were incorporated in Delaware, and during the last 10 years, 85% of all initial…
Feb 3

February 3, 2015

UCC Expert’s Corner: Termination Statement Filed by Mistake Proves Costly for Secured Party

UCC Expert’s Corner: Termination Statement Filed by Mistake Proves Costly for Secured Party

In a long-anticipated decision, the United States Court of Appeals for the Second Circuit finally resolved a case where the issue was whether a termination statement filed by mistake was nevertheless effective.   The stakes were high because the allegedly terminated financing statement perfected the security interest for a $1.5 billion loan. Unfortunately for the secured party, the court found that the record was authorized despite being filed by mistake.   Therefore, the termination statement was effective.   The progress of this case…
Jan 6

January 6, 2015

UCC Expert’s Corner: Certificate of Title Perfected Lien Despite Truncated Secured Party Name

UCC Expert’s Corner: Certificate of Title Perfected Lien Despite Truncated Secured Party Name

By Paul Hodnefield, Esq. In general, UCC Article 9 requires security interests in motor vehicles not held as inventory to be perfected under state certificate of title law. Normally, this means the secured party must have its lien noted on the certificate of title document or its electronic equivalent. But what happens when the certificate contains errors or omissions in the secured party’s information? Article 9 addresses the impact of errors or omission in a financing statement, but is silent…
Dec 1

December 1, 2014

UCC Expert’s Corner: Court Finds Collateral Statement Sufficient Despite Alleged Ambiguity

UCC Expert’s Corner: Court Finds Collateral Statement Sufficient Despite Alleged Ambiguity

By Paul Hodnefield, Esq. Those who prepare and file UCC records often provide longer collateral descriptions than technically required under Article 9. For example, instead of simply describing the collateral as “All Assets,” a filer might provide an extended list of all the various collateral types. A bankruptcy trustee recently attempted to avoid a security interest on the grounds that such an extended collateral description was ambiguous and rendered the financing statement seriously misleading. The case is In re Sterling…
Nov 3

November 3, 2014

UCC Expert’s Corner: Court Declares: “A Secured Party is the Master of Its Own Termination Statement”

UCC Expert’s Corner: Court Declares: “A Secured Party is the Master of Its Own Termination Statement”

By Paul Hodnefield, Esq.  In general, a UCC amendment is only effective to the extent that the filing was authorized by the proper party. With a very narrow exception, the filing of an effective termination statement requires authorization by the secured party of record. But what exactly must the secured party authorize for the termination statement to be effective? Is the secured party’s authority limited to records filed to accomplish a specific legal effect, or is just the authorization to…
Oct 31

October 31, 2014

A Quick Guide to Understanding “Farm Filings”

A Quick Guide to Understanding “Farm Filings”

One of the challenges for secured lenders to farming operations is sorting out the variety of public record filings related to these transactions. Unless a secured party regularly engages in farm lending the differences between UCC1 Financing Statements, Effective Financing Statements and agricultural liens may not be clear. The issue is clouded further because the different types of records may be very similar in appearance. As a result, some secured lenders tend to blur the distinctions and assume they all…
Oct 1

October 1, 2014

Changes to Delaware Entity Laws

Changes to Delaware Entity Laws

The Greek Philosopher Heraclitus once wrote:  “Change is the only constant in life.”  And so it goes for the rules governing Delaware entities. The Delaware General Corporation Law continues to evolve,with several major changes enacted this year. Click to view our complimentary article, “Changes to Delaware Entity Laws – An Update for August 2014.” In this article you’ll learn about: Certificates of Validation Changes to the Delaware Franchise Tax Structure Delaware Business Entity Amendments (effective August 1, 2014) For more than a…